PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (the "Pledge Agreement"), dated as of December 30, 1997, is made by INSIGNIA PROPERTIES TRUST, a Maryland real estate investment trust (the "Pledgor"), in favor of FIRST UNION NATIONAL...Pledge Agreement • May 28th, 1998 • Insignia Properties Trust / • South Carolina
WITNESSETHAssignment and Assumption Agreement • February 12th, 1999 • Insignia Properties Trust / • Real estate investment trusts
EXHIBIT 99.4 SHAREHOLDERS' AGREEMENT This SHAREHOLDERS' AGREEMENT, dated as of January 22, 1999 (this "Shareholders' Agreement"), is made by and among Andrew L. Farkas, James A. Aston and Frank M. Garrison (collectively, the "Shareholders") and...Shareholders' Agreement • February 12th, 1999 • Insignia Properties Trust / • Real estate investment trusts • Maryland
EXHIBIT 2.2 SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND BETWEEN APARTMENT INVESTMENT AND MANAGEMENT COMPANYAgreement and Plan of Merger • February 12th, 1999 • Insignia Properties Trust / • Real estate investment trusts • New York
ARTICLE I DEFINITIONSCredit Agreement • May 28th, 1998 • Insignia Properties Trust / • South Carolina
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPInsignia Properties Trust / • May 28th, 1998 • Delaware
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF IPTTax Indemnification Agreement • May 28th, 1998 • Insignia Properties Trust / • California
EXHIBIT 99.2 SHAREHOLDER'S AGREEMENT This SHAREHOLDER'S AGREEMENT (this "Shareholder's Agreement"), dated October 1, 1998, is made by and among Andrew L. Farkas, James A. Aston and Frank M. Garrison (the "Shareholders") and APARTMENT INVESTMENT AND...Shareholder's Agreement • October 15th, 1998 • Insignia Properties Trust / • Real estate investment trusts • Maryland
WITNESSETH:Registration Rights Agreement • May 28th, 1998 • Insignia Properties Trust / • New York
WITNESSETH:Investors Agreement • May 28th, 1998 • Insignia Properties Trust / • New York
AMENDMENT NO. 2 TO SHELTER OPTION AGREEMENTShelter Option Agreement • June 17th, 1998 • Insignia Properties Trust / • Real estate investment trusts
AMENDED AND RESTATED UNCONDITIONAL GUARANTY AGREEMENT -------------------------------- THIS UNCONDITIONAL GUARANTY AGREEMENT (this "Guaranty"), dated as of December 30, 1997, made by INSIGNIA PROPERTIES TRUST, a Maryland real estate investment trust...Unconditional Guaranty Agreement • May 28th, 1998 • Insignia Properties Trust / • South Carolina
WITNESSETH:Registration Rights Agreement • May 28th, 1998 • Insignia Properties Trust / • New York
STOCK OPTION AGREEMENT ---------------------- 1. Identification. -------------- This Stock Option Agreement (the "Option Agreement"), dated for identification purposes April 14, 1995 is made and entered into by and between MAE GP Corporation, a...Stock Option Agreement • June 17th, 1998 • Insignia Properties Trust / • Real estate investment trusts • California
EXHIBIT 99.3 IRREVOCABLE LIMITED PROXY This Irrevocable Limited Proxy, dated as of January 22, 1999, is made by and between Apartment Investment and Management Company, a Maryland corporation ("AIMCO"), and Andrew L. Farkas, James A. Aston and Frank...Insignia Properties Trust / • February 12th, 1999 • Real estate investment trusts
This Irrevocable Limited Proxy, dated as of January 22, 1999, is made by and between Apartment Investment and Management Company, a Maryland corporation ("AIMCO"), and Andrew L. Farkas, James A. Aston and Frank M. Garrison.
SECOND AMENDED AND RESTATED ADVISORY AGREEMENT THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this "AGREEMENT") made as of the 1st day of August, 1997, amends and restates in its entirety that certain First Amended and Restated Advisory...Advisory Agreement • May 28th, 1998 • Insignia Properties Trust / • New York
WINTHROP OPTION AGREEMENT This Winthrop Option Agreement (the "Agreement") is entered into as of the 17th day of February, 1998 (the "Effective Date"), by and between Insignia Financial Group, Inc., a Delaware corporation ("Insignia"), and Insignia...Winthrop Option Agreement • May 28th, 1998 • Insignia Properties Trust / • Delaware
February 17, 1998 Insignia Properties Trust/ Insignia Properties, L.P. One Insignia Financial Plaza Greenville, South Carolina 29602 Attn: President Re: Second Amended and Restated Advisory Agreement dated as of August 1, 1997 Gentlemen: Reference is...Insignia Properties Trust / • May 28th, 1998
Reference is hereby made to that certain Second Amended and Restated Advisory Agreement (the "Advisory Agreement") dated as of August 1, 1997 among Insignia Properties Trust, a Maryland real estate investment trust ("IPT), Insignia Properties, L.P., a Delaware limited partnership ("IPLP"), and Insignia Financial Group, Inc., a Delaware corporation ("IFG"). Capitalized terms used herein, but not otherwise defined, have the meanings assigned to them in the Advisory Agreement.
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 15th, 1998 • Insignia Properties Trust / • Real estate investment trusts • New York
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF AMITAgreement Regarding Certain Assets • May 28th, 1998 • Insignia Properties Trust / • California
ARTICLE I DEFINITIONSAcquisition and Disposition Services Agreement • May 28th, 1998 • Insignia Properties Trust /
EXHIBIT 7.5 AGREEMENT OF JOINT FILING Insignia Properties Trust and Apartment Investment and Management Company agree that the Statement on Schedule 13D to which this Agreement is attached as an exhibit, and all future amendments to this Statement,...Insignia Properties Trust / • February 19th, 1999 • Real estate investment trusts
Insignia Properties Trust and Apartment Investment and Management Company agree that the Statement on Schedule 13D to which this Agreement is attached as an exhibit, and all future amendments to this Statement, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
ARTICLE IAnd Restated Agreement and Plan of Merger • May 28th, 1998 • Insignia Properties Trust / • Maryland
